[Community-Discuss] Bylaws changes

[Benjamin Eshun]

Dear Alan,

See comments below....

On Mon, Nov 7, 2016 at 12:21 AM, Owen DeLong <owen at delong.com> wrote:

> >>
> >> 15.6 A director of the company shall, where he has a potential conflict
> of interest in any item brought before the board, disclose such conflict to
> the board. Said director shall recuse himself from voting on any such
> matter before the board where a conflict exists.
> >
> > The term “transaction” is intended to refer to anything that the Board
> does (not only financial transactions), but I prefer your wording (“any
> item” instead of “transaction”).
>
> More than just the term transaction, there was the wording that implied it
> was a transaction between the specific board member and the company rather
> than any particular agenda item before the entire board, but sounds like we
> are on the same page at this point anyway, so I think that’s good.
>

The proposed 15.6 on conflict of interest states that members who disclosed
conflict of interest shall recuse themselves from voting

As it stands a member can participate in discussions but not vote. I think
the member in conflict should recuse from both all discussions and voting
on the issue.


regards,

Benjamin
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